0001193125-11-105928 Sample Contracts

PARTICIPATION AGREEMENT by and between TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA and DODGE & COX FUNDS
Participation Agreement • April 22nd, 2011 • TIAA Separate Account VA-3 • New York

THIS AGREEMENT, dated as of the 15th day of April, 2011, by and between Teachers Insurance and Annuity Association of America, a New York domiciled life insurance company (the “Company”), on its own behalf and on behalf of each segregated asset account of the Company set forth on Schedule A hereto as may be amended from time to time (individually and collectively referred to as the “Account”) and Dodge & Cox Funds, a Delaware Statutory trust, as distributor for shares of the Dodge & Cox family of mutual funds (collectively, the “Funds” and individually, a “Fund”).

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THE VANGUARD GROUP, INC. AGREEMENT
Agreement • April 22nd, 2011 • TIAA Separate Account VA-3 • New York

THIS AGREEMENT, made this day of , 2011, by and between THE VANGUARD GROUP, INC. (“Vanguard”), a Pennsylvania corporation with its principal place of business in Pennsylvania, TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA (the “Company”), a New York life insurance company with its principal place of business in New York, on its own behalf and on behalf of each segregated asset account of the Company identified on Schedule A attached hereto (each, an “Account” and collectively, the “Accounts”), as such Schedule A may be mutually amended by the Company, the NSCC Firm (as hereinafter defined) and Vanguard in writing from time to time, and JPMORGAN CHASE BANK, N.A. (the “NSCC Firm”), a national banking association with its principal place of business in Ohio.

PARTICIPATION AGREEMENT among TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA, DFA INVESTMENT DIMENSIONS GROUP INC., DIMENSIONAL FUND ADVISORS LP and DFA SECURITIES LLC
Participation Agreement • April 22nd, 2011 • TIAA Separate Account VA-3 • New York

THIS AGREEMENT, dated as of the 6th day of April, 2011, by and among Teachers Insurance and Annuity Association of America, a New York domiciled life insurance company (the “Company”), on its own behalf and on behalf of each segregated asset account of the Company set forth on Schedule A hereto as may be amended from time to time (individually and collectively referred to as the “Account”), DFA Investment Dimensions Group Inc. (the “Fund”), a Maryland corporation, Dimensional Fund Advisors LP, a Delaware limited partnership (the “Adviser”), and DFA Securities LLC, a Delaware limited liability company (the “Underwriter”).

AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • April 22nd, 2011 • TIAA Separate Account VA-3

This Amendment is entered into as of March 31, 2011, by and among Teachers Insurance and Annuity Association of America (the “Company”) on its own behalf and on behalf of each segregated asset account of the Company set forth on Schedule A of the Agreement (as defined below) as may be amended from time to time (individually and collectively the “Account”), the TIAA-CREF Funds (the “Fund”), Teachers Advisors, Inc. (“Adviser”) and Teachers Personal Investors Services, Inc. (“Underwriter”).

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